Drafting an Australian copyright assignment
An assignment of copyright must be in writing and signed by the assignor. A well-drafted assignment cleanly identifies the works, captures future rights where possible, and deals with moral rights consent so the transferee can edit and adapt the work.
This is an 8-step workflow for drafting an assignment of copyright under s 196 of the Copyright Act 1968 (Cth), covering the writing requirement, identification of works, moral rights, and future works.
Before you start
- Subject works identified and listed
- Chain of title from author to current owner reviewed
- Existing licences or encumbrances identified
- Commercial deal structure (lump sum, royalty, milestones) agreed
The workflow
Identify the works and authors
Identify each work to be assigned by category (literary, artistic, musical, software, film, sound recording), title, date, and author. Attach a schedule of works where the list is long.
Confirm ownership and chain of title
Confirm that the assignor owns the copyright or has authority to assign. Review employment and contractor arrangements that may affect ownership under ss 35 and 97.
Draft the operative assignment clause
Draft an outright assignment of the legal and beneficial interest in the copyright, confirming that the assignment satisfies s 196(3) (in writing, signed by the assignor).
Address future copyright
Assign future copyright that may arise during a commissioning or employment period, ensuring the assignment is effective on creation and does not require a further act.
Deal with moral rights
Obtain written consent from the author to acts or omissions that would otherwise infringe moral rights of attribution, integrity, and against false attribution. Scope the consent carefully.
Warranties, indemnities and encumbrances
Include warranties of ownership, originality, and non-infringement. Disclose pre-existing licences and include indemnities scaled to the transaction value.
Consideration and tax
Record consideration clearly. Consider CGT event A1 and any GST implications. For cross-border deals, consider withholding tax on royalty-based structures.
Execution and post-completion
Execute in accordance with s 127 of the Corporations Act for company parties. Notify licensees, update registrations (where relevant), and file the original assignment.
What you will have at the end
An executed copyright assignment that transfers legal and beneficial ownership, captures future rights, obtains moral rights consents, and stands up to due diligence in a later transaction.
Common issues
- Assignment not in writing signed by the assignor, falling foul of s 196(3)
- Future works not expressly assigned, requiring a further act
- No moral rights consent, limiting ability to edit or adapt
- Warranties without indemnities, leaving the transferee exposed
- Assignor chain of title gaps, particularly in contractor-created works
Run this workflow on a real matter
Quillio drafts the assignment schedule, maps each clause to the Copyright Act 1968, and flags moral rights and future works gaps before execution. See /practice-areas/commercial-lawyers or start a free trial.
This workflow is a general guide. Assignments should be adapted to the transaction structure and the works involved.
Try this workflow with Quillio.
Quillio can run this workflow on a real matter, with citations to current AU authority on every step. The free trial requires no credit card.
Start your free trial